RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS
                     SERIES "A" CONVERTIBLE PREFERRED STOCK
                                       of
                               UNITED TRADING.COM



The  following  rights,  preferences, privileges and restrictions shall apply to
the  Series  A  Convertible  Preferred  stock  of  United  Trading.Com.


Number  of  shares  authorized:  5,000,000  par  value  $0.001

1.  Liquidation  Rights

     Upon the voluntary or involuntary dissolution, liquidation or winding up of
the corporation, the assets of the corporation available for distribution to its
shareholders  shall  be  distributed  in  the  following  order  and  amounts:

     a.     General.
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     (i)     Series  A  Stock  and Common  Stock.  Subject to payment in full of
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preferential  liquidation rights granted to any other Series of Preferred Stock,
the holders of shares of Series A Stock and the holders of Common Stock shall be
entitled  to receive $1.00, appropriately adjusted for any stock dividend, split
or combination of such Series A Stock or Common Stock for each outstanding share
of Series A Stock or Common Stock held by them (the " Series A Stock and  Common
Stock  Liquidation  Amount").  If  the  assets  of  the  corporation  shall  be
insufficient  to  permit the payment of the full Series A Stock and Common Stock
Liquidation  Amount,  then  the  assets  of  the  corporation  available  for
distribution  shall  be  distributed  ratably  among the holders of the Series A
Stock  and the holders of  Common Stock in the same proportions as the aggregate
of the Series A Stock and Common Stock Liquidation Amount each such holder would
otherwise  be  entitled  to receive bears to the total Series A Stock and Common
Stock  Liquidation  Amount  that would otherwise be payable to all such holders,
and  no  further  distribution to other shareholders of the corporation shall be
made.  Upon the completion of the preferential rights granted for any subsequent
series  of  Preferred  Stock  and  the  full  Series  A  Stock  and Common Stock
Liquidation  Amount,  if assets remain in the corporation, such remaining assets
shall  be  distributed  as  set  forth  in  Section  6.3.8a(ii).

     (ii)  Participation.  Subject  to  the  payment  in  full  of any preferred
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rights  granted for any subsequent series of Preferred Stock, and the payment in
full  of  the  Series A Stock and Common Stock Liquidation Amount as provided in
Section  1  a  (i),  if  assets remain in the corporation, such remaining assets
shall be distributed to the holders of shares of Series A Stock and Common Stock
together, who shall each be entitled to receive their Pro Rata Amount; provided,
that  the rights of the holders of shares of Series A Stock and Common Stock are
subject  to  any  preferential  rights  granted  for  any  subsequent  series of
Preferred  Stock.  "Pro  Rata  Amount" means that portion of remaining assets to
which  a group would be entitled based on its percentage of the number of shares
of  Common Stock outstanding and the number of shares of Common Stock into which
the  outstanding  shares  of  Series  A  Stock  could  then  be  converted.

     b.     Treatment  of  Sales  of Assets or Acquisitions.  The sale of all or
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substantially  all  of  the  assets of the corporation or the acquisition of the
corporation  by  another  entity by means of merger, consolidation or otherwise,
resulting  in  the  exchange  of  the  outstanding shares of the corporation for
securities  of or consideration issued, or caused to be issued, by the acquiring
entity  or  any of its affiliates, shall be regarded as a liquidation within the
meaning  of  this  Section  1.

     c.     Distributions  Other  Than Cash.  Whenever the distribution provided
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for  in  this  Section  6.3.8  shall be payable in property other than cash, the
value  of  such  distribution shall be the fair market value of such property as
determined  in  good  faith  by  the  board  of  directors.
     .
2.  Designation  of  Series  A  Convertible  Preferred  Stock

a.  Designation

     The  Series  A Convertible Preferred Stock, consisting of 5,000,000 shares,
authorized  herein,  shall  be  designated  herein  as the "Series A Stock". The
rights,  preferences,  privileges  and restrictions of the Series A Stock are as
described  herein.

b.  Dividends

     Dividends  shall be declared and set aside for any shares of Series A stock
in  the  same  manner  and  amount  as  for  the  Common  Stock  herein.

c.  Voting  Power

     Each  holder  of Series A Stock shall be entitled to twenty (20)  votes for
each  share  of  Series A Stock held at the record date for the determination of
stockholders  entitled  to  vote  on  such  matter or, if no such record date is
established, at the date on which notice of the meeting of shareholders at which
the  vote  is  to  be  taken  is  marked,  or  the  date  any written consent of
shareholders  is  solicited  if  the  vote  is not to be taken at a meeting. The
holders  of  Series  A  Stock  shall  not  vote  as  a  class.

     d.  Liquidation  Rights

     Upon the voluntary or involuntary dissolution, liquidation or winding up of
the corporation, the assets of the corporation available for distribution to its
shareholders  shall be distributed in the order and amounts described in Section
1.

     e.  Conversion  Rights

     The  holders  of  the  Series  A Stock shall have the following rights with
respect  to  the  conversion  of  Series  A  Stock  into shares of Common Stock:

          (1).     Voluntary  Conversion.  Shares  of the Series A Stock may, at
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the option of the holder at any time, be converted into an equal number of fully
paid  and  nonassessable  shares  of  Common  Stock.

          (2).     Extraordinary  Common Stock Events.     The corporation shall
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not  issue shares of  its Common Stock as a dividend on outstanding Common Stock
of  the  corporation  or  subdivide  outstanding shares of its Common Stock in a
greater  number  of  shares  of  Common  Stock unless the corporation shall have
obtained  the express written consent of the holders of the outstanding Series A
Stock  prior to the effective time of such event. The number of shares of Common
Stock  into  which  the  Series A Stock may be converted as described in Section
2e(1)  shall  not  be  adjusted  or  otherwise  affected  by  a  subdivision  of
outstanding  Common  Stock into a lesser number of shares of Common Stock of the
corporation.

     (3)     Exercise  of  Conversion  Privilege.  To  exercise  its  conversion
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privilege,  each  holder  of  Series  A Stock shall surrender the certificate or
certificates  representing  the shares being converted to the corporation at its
principal  office,  and  shall  give  written  notice to the corporation at that
office  that  such holder elects to convert such shares.  Such notice shall also
state  the name or names (with address or addresses) in which the certificate or
certificates  for  shares of Common Stock issuable upon such conversion shall be
issued.  The  certificate  or  certificates  for  shares  of  Series  A  Stock
surrendered  for conversion shall be accompanied by proper assignment thereof to
the  corporation  or in blank.  The date when such written notice is received by
the  corporation, together with the certificate or certificates representing the
shares  of  Series  A  Stock being converted, shall be the "Series A  Conversion
Date."  As  promptly  as  practicable  after  the  Series A Conversion Date, the
corporation  shall issue and shall deliver to the holder of the shares of Series
A  Stock  being  converted,  or  on  its  written  order  such  certificate  or
certificates  as  it  may request for the number of whole shares of Common Stock
issuable upon the conversion of such shares of Series A Stock in accordance with
the provisions of this Section 2e, cash in the amount of all declared and unpaid
dividends  on  such  shares  of  Series A Stock up to and including the Series A
Conversion  Date.  Such  conversion  shall  be  deemed  to  have  been  effected
immediately  prior to the close of business on the Series A Conversion Date, and
at  such  time  the  rights  of  the holder as holder of the converted shares of
Series  A Stock shall cease and the person or persons in whose name or names any
certificate  or  certificates  for shares of Common Stock shall be issuable upon
such  conversion  shall be deemed to have become the holder or holders of record
of  the  shares  of  Common  Stock  represented  thereby.

          (4)     Fractional  Shares.  No  fractional  shares of Common Stock or
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scrip  representing  fractional  shares  shall  be issued upon the conversion of
shares of Series A Stock.  The determination as to whether or not any fractional
shares  are  issuable shall be based upon the total number of shares of Series A
Stock being converted at any one time by any holder thereof, not upon each share
of  Series  A  Stock  being  converted.

          (5)     Partial  Conversion.  In  the  event  some  but not all of the
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shares  of  Series  A  Stock  represented  by  a  certificate  or  certificates
surrendered by a holder are converted, the corporation shall execute and deliver
to  or  on  the  order  of  the holder, at the expense of the corporation, a new
certificate  representing  the shares of Series A Stock that were not converted.

          (6)     Reservation  of  Common  Stock.  The  corporation shall at all
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times  reserve  and  keep available out of its authorized but unissued shares of
Common  Stock,  solely for the purpose of effecting the conversion of the shares
of  the  Series A Stock, such number of its shares of Common Stock as shall from
time to time be sufficient to effect the conversion of all outstanding shares of
the  Series  A  Stock  and, if at any time the number of authorized but unissued
shares  of  Common Stock shall not be sufficient to effect the conversion of all
then  outstanding  shares of the Series A Stock, the corporation shall take such
corporate  action  as  may  be necessary to increase its authorized but unissued
shares  of Common Stock to such number of shares as shall be sufficient for such
purpose.

     (7)     No  Impairment.  The  corporation  will  not,  by  amendment of its
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certificate  of incorporation or through any reorganization, transfer of assets,
consolidation,  merger,  dissolution,  issue  or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the  terms to be observed or performed hereunder by the corporation, but will at
all times in good faith assist in the carrying out of all the provisions of this
Section  6.4  and  in  the  taking  of  all  such  action as may be necessary or
appropriate  in  order  to  protect  the conversion rights of the holders of the
Series  A  Stock  against  impairment.

These rights, preferences, privileges and restrictions of the series A Preferred
stock  of  United  Trading.Com  are hereby approved by the Board of Directors of
United  Trading.Com  at  a  meeting of the Board of Directors of the Corporation
held  on  December  14,  2001.




    S/James  L.  Hancock                            S.Gary  Tate
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James  L.  Hancock,  Director               Gary  Tate,  Director